Guarantor Consolidating Financial Statements | Guarantor Consolidating Financial Statements The payment of principal and interest on senior notes issued by our top-tier holding company is currently guaranteed solely by AFSI (the "Guarantor") and none of our other subsidiaries (the "Non-Guarantor Subsidiaries"). The Guarantor is a 100% owned consolidated subsidiary and is unconditionally liable for the obligations represented by the senior notes. The Guarantor’s guarantee may be released only upon customary circumstances, the terms of which vary by issuance. Customary circumstances include the sale or disposition of all of the Guarantor’s assets or capital stock, the achievement of investment grade rating of the senior notes and legal or covenant defeasance. The consolidating financial statements present consolidating financial data for (i) General Motors Financial Company, Inc. (on a parent-only basis), (ii) the Guarantor, (iii) the combined Non-Guarantor Subsidiaries and (iv) the parent company and our subsidiaries on a consolidated basis at December 31, 2015 and December 31, 2014 and for the years ended December 31, 2015, 2014 and 2013 (after the elimination of intercompany balances and transactions). Investments in subsidiaries are accounted for by the parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are therefore reflected in the parent company's investment accounts and earnings. The principal elimination entries set forth below eliminate investments in subsidiaries and intercompany balances and transactions. We determined that a revision was required to correct the classification of certain intercompany amounts between General Motors Financial Company Inc. and Guarantor and Non-Guarantor Subsidiaries that were previously being presented net within the change in the due from/due to affiliates line item in the consolidating balance sheet in the financing activities section of the consolidating statements of cash flows for the years ended December 31, 2014 and 2013. As a result, correcting adjustments have been made from what was previously reported to (1) reclassify $3.1 billion and $1.5 billion of the net change in the due from affiliates for General Motors Financial Company, Inc. within the consolidating statements of cash flows to the investing activities section for 2014 and 2013, respectively; (2) reclassify $443 million and $159 million of the net change in the due from affiliates for the Guarantor within the consolidating statements of cash flows to the investing activities section for 2014 and 2013, respectively; (3) reclassify $400 million of the net change of the due to affiliates for the Non-Guarantor subsidiaries within the consolidated statement of cash flow to the investing activities section for 2014; and (4) report a $2.0 billion due from affiliates for the Guarantor within the consolidating balance sheet at December 31, 2014 that was previously presented net within the due to affiliates line. In addition, reclassifications have been made solely within the investing activities section of the consolidating statements of cash flows to separately present cash flow activities related to repurchases by the Guarantor of receivables that had previously been transferred to Non-Guarantor Subsidiaries of $1.4 billion and $1.0 billion for 2014 and 2013, respectively. These adjustments had no effect on the consolidated financial statements at or for the years ended December 31, 2014 or 2013. GENERAL MOTORS FINANCIAL COMPANY, INC. CONSOLIDATING BALANCE SHEET December 31, 2015 (in millions) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Assets Cash and cash equivalents $ — $ 2,259 $ 802 $ — $ 3,061 Finance receivables, net — 4,808 31,973 — 36,781 Leased vehicles, net — — 20,172 — 20,172 Restricted cash — 60 1,881 — 1,941 Goodwill 1,095 — 94 — 1,189 Equity in net assets of non-consolidated affiliates — — 986 — 986 Property and equipment, net — 41 178 — 219 Deferred income taxes 212 — 179 (160 ) 231 Related party receivables — 27 546 — 573 Other assets 32 32 687 — 751 Due from affiliates 15,573 7,556 — (23,129 ) — Investment in affiliates 8,476 6,425 — (14,901 ) — Total assets $ 25,388 $ 21,208 $ 57,498 $ (38,190 ) $ 65,904 Liabilities and Shareholder's Equity Liabilities Secured debt $ — $ — $ 30,689 $ — $ 30,689 Unsecured debt 17,087 — 6,570 — 23,657 Accounts payable and accrued expenses 181 717 320 — 1,218 Deferred income — — 1,454 — 1,454 Deferred income taxes — 289 — (160 ) 129 Related party payable — — 362 — 362 Other liabilities 68 34 241 — 343 Due to affiliates — 15,495 7,634 (23,129 ) — Total liabilities 17,336 16,535 47,270 (23,289 ) 57,852 Shareholder's equity Common stock — — 698 (698 ) — Additional paid-in capital 6,484 79 6,490 (6,569 ) 6,484 Accumulated other comprehensive loss (1,104 ) (175 ) (1,095 ) 1,270 (1,104 ) Retained earnings 2,672 4,769 4,135 (8,904 ) 2,672 Total shareholder's equity 8,052 4,673 10,228 (14,901 ) 8,052 Total liabilities and shareholder's equity $ 25,388 $ 21,208 $ 57,498 $ (38,190 ) $ 65,904 GENERAL MOTORS FINANCIAL COMPANY, INC. CONSOLIDATING BALANCE SHEET December 31, 2014 (in millions) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Assets Cash and cash equivalents $ — $ 2,266 $ 708 $ — $ 2,974 Finance receivables, net — 2,401 30,599 — 33,000 Leased vehicles, net — — 7,060 — 7,060 Restricted cash — 17 2,054 — 2,071 Goodwill 1,095 — 149 — 1,244 Property and equipment, net — 23 149 — 172 Deferred income taxes 28 — 601 (288 ) 341 Related party receivables — 11 373 — 384 Other assets 29 18 315 — 362 Due from affiliates 6,787 1,965 400 (9,152 ) — Investment in affiliates 7,684 4,059 — (11,743 ) — Total assets $ 15,623 $ 10,760 $ 42,408 $ (21,183 ) $ 47,608 Liabilities and Shareholder's Equity Liabilities Secured debt $ — $ — $ 25,173 $ — $ 25,173 Unsecured debt 7,435 — 4,707 — 12,142 Accounts payable and accrued expenses 78 156 768 — 1,002 Deferred income — — 392 — 392 Deferred income taxes — 288 20 (288 ) 20 Related party taxes payable 636 — — — 636 Related party payable — — 433 — 433 Other liabilities 82 12 324 — 418 Due to affiliates — 6,129 3,023 (9,152 ) — Total liabilities 8,231 6,585 34,840 (9,440 ) 40,216 Shareholder's equity Common stock — — 690 (690 ) — Additional paid-in capital 5,799 79 4,064 (4,143 ) 5,799 Accumulated other comprehensive loss (433 ) (64 ) (410 ) 474 (433 ) Retained earnings 2,026 4,160 3,224 (7,384 ) 2,026 Total shareholder's equity 7,392 4,175 7,568 (11,743 ) 7,392 Total liabilities and shareholder's equity $ 15,623 $ 10,760 $ 42,408 $ (21,183 ) $ 47,608 GENERAL MOTORS FINANCIAL COMPANY, INC. CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2015 (in millions) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Revenue Finance charge income $ — $ 403 $ 2,978 $ — $ 3,381 Leased vehicle income — — 2,807 — 2,807 Other income 13 505 139 (391 ) 266 Total revenue 13 908 5,924 (391 ) 6,454 Costs and expenses Salaries and benefits — 332 394 — 726 Other operating expenses 64 105 649 (251 ) 567 Total operating expenses 64 437 1,043 (251 ) 1,293 Leased vehicle expenses — — 2,200 — 2,200 Provision for loan losses — 398 226 — 624 Interest expense 488 18 1,250 (140 ) 1,616 Total costs and expenses 552 853 4,719 (391 ) 5,733 Equity income 941 579 116 (1,520 ) 116 Income before income taxes 402 634 1,321 (1,520 ) 837 Income tax (benefit) provision (244 ) 25 410 — 191 Net income $ 646 $ 609 $ 911 $ (1,520 ) $ 646 Comprehensive (loss) income $ (25 ) $ 498 $ 225 $ (723 ) $ (25 ) GENERAL MOTORS FINANCIAL COMPANY, INC. CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2014 (in millions) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Revenue Finance charge income $ — $ 194 $ 3,281 $ — $ 3,475 Leased vehicle income — — 1,090 — 1,090 Other income 68 432 178 (389 ) 289 Total revenue 68 626 4,549 (389 ) 4,854 Costs and expenses Salaries and benefits — 249 365 — 614 Other operating expenses 159 (17 ) 657 (251 ) 548 Total operating expenses 159 232 1,022 (251 ) 1,162 Leased vehicle expenses — — 847 — 847 Provision for loan losses — 334 270 — 604 Interest expense 232 23 1,309 (138 ) 1,426 Total costs and expenses 391 589 3,448 (389 ) 4,039 Equity income 757 523 — (1,280 ) — Income before income taxes 434 560 1,101 (1,280 ) 815 Income tax (benefit) provision (103 ) 12 369 — 278 Net income $ 537 $ 548 $ 732 $ (1,280 ) $ 537 Comprehensive income $ 93 $ 491 $ 298 $ (789 ) $ 93 GENERAL MOTORS FINANCIAL COMPANY, INC. CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2013 (in millions) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Revenue Finance charge income $ — $ 140 $ 2,423 $ — $ 2,563 Leased vehicle income — — 595 — 595 Other income 56 433 105 (408 ) 186 Total revenue 56 573 3,123 (408 ) 3,344 Costs and expenses Salaries and benefits — 216 232 — 448 Other operating expenses (100 ) 228 441 (247 ) 322 Total operating expenses (100 ) 444 673 (247 ) 770 Leased vehicle expenses — — 453 — 453 Provision for loan losses — 239 236 — 475 Interest expense 180 37 665 (161 ) 721 Acquisition and integration expenses — — 42 — 42 Total costs and expenses 80 720 2,069 (408 ) 2,461 Equity income 584 551 — (1,135 ) — Income before income taxes 560 404 1,054 (1,135 ) 883 Income tax (benefit) provision (6 ) (42 ) 365 — 317 Net income $ 566 $ 446 $ 689 $ (1,135 ) $ 566 Comprehensive income $ 580 $ 449 $ 700 $ (1,149 ) $ 580 GENERAL MOTORS FINANCIAL COMPANY, INC. CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2015 (in millions) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash flows from operating activities Net income $ 646 $ 609 $ 911 $ (1,520 ) $ 646 Adjustments to reconcile net income to net cash (used in) provided by operating activities Depreciation and amortization 28 3 2,372 — 2,403 Accretion and amortization of loan and leasing fees — 25 (634 ) — (609 ) Amortization of carrying value adjustment — (14 ) (135 ) — (149 ) Equity in income of affiliates (941 ) (579 ) (116 ) 1,520 (116 ) Provision for loan losses — 398 226 — 624 Deferred income taxes (189 ) 2 319 — 132 Stock-based compensation expense 33 — 3 — 36 Other 32 (5 ) (64 ) — (37 ) Changes in assets and liabilities: Other assets (3 ) 25 (126 ) — (104 ) Accounts payable and accrued expenses 100 531 (349 ) — 282 Taxes payable (12 ) 1 (9 ) — (20 ) Related party taxes payable (636 ) — — — (636 ) Related party payables 1 — (14 ) — (13 ) Net cash (used in) provided by operating activities (941 ) 996 2,384 — 2,439 Cash flows from investing activities Purchases of retail finance receivables, net — (13,997 ) (16,981 ) 13,461 (17,517 ) Principal collections and recoveries on retail finance receivables — 755 10,971 — 11,726 Proceeds from transfer of retail finance receivables, net — 10,428 3,033 (13,461 ) — Net funding of commercial finance receivables — 6 (1,023 ) — (1,017 ) Purchases of leased vehicles, net — — (15,337 ) — (15,337 ) Proceeds from termination of leased vehicles — — 1,096 — 1,096 Acquisition of international operations (513 ) (536 ) — — (1,049 ) Disposition of equity interest — 125 — — 125 Purchases of property and equipment — (21 ) (69 ) — (90 ) Change in restricted cash — (43 ) (221 ) — (264 ) Change in other assets — — 30 — 30 Net change in due from affiliates (8,819 ) (5,593 ) — 14,412 — Net change in investment in affiliates (6 ) (1,893 ) — 1,899 — Net cash used in investing activities (9,338 ) (10,769 ) (18,501 ) 16,311 (22,297 ) Cash flows from financing activities Net change in debt (original maturities less than three months) — — 1,147 — 1,147 Borrowings and issuance of secured debt — — 22,385 — 22,385 Payments on secured debt — — (15,178 ) — (15,178 ) Borrowings and issuance of unsecured debt 9,687 — 3,290 — 12,977 Payments on unsecured debt — — (1,709 ) — (1,709 ) Net capital contributions 649 — 1,899 (1,899 ) 649 Debt issuance costs (58 ) — (97 ) — (155 ) Other 1 — — — 1 Net change in due to affiliates — 9,766 4,646 (14,412 ) — Net cash provided by financing activities 10,279 9,766 16,383 (16,311 ) 20,117 Net increase (decrease) in cash and cash equivalents — (7 ) 266 — 259 Effect of foreign exchange rate changes on cash and cash equivalents — — (172 ) — (172 ) Cash and cash equivalents at beginning of period — 2,266 708 — 2,974 Cash and cash equivalents at end of period $ — $ 2,259 $ 802 $ — $ 3,061 GENERAL MOTORS FINANCIAL COMPANY, INC. CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2014 (in millions) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash flows from operating activities Net income $ 537 $ 548 $ 732 $ (1,280 ) $ 537 Adjustments to reconcile net income to net cash (used in) provided by operating activities Depreciation and amortization 14 2 976 — 992 Accretion and amortization of loan and leasing fees — 4 (367 ) — (363 ) Amortization of carrying value adjustment — (4 ) (230 ) — (234 ) Equity in income of affiliates (757 ) (523 ) — 1,280 — Provision for loan losses — 334 270 — 604 Deferred income taxes 1 127 (211 ) — (83 ) Stock-based compensation expense 18 — 1 — 19 Other 137 (2 ) 47 — 182 Changes in assets and liabilities: Other assets (18 ) (14 ) (56 ) — (88 ) Accounts payable and accrued expenses 36 (25 ) 122 — 133 Taxes payable (3 ) — (60 ) — (63 ) Related party taxes payable (7 ) — — — (7 ) Related party payable — — 5 — 5 Net cash (used in) provided by operating activities (42 ) 447 1,229 — 1,634 Cash flows from investing activities Purchases of retail finance receivables, net — (8,220 ) (14,321 ) 7,792 (14,749 ) Principal collections and recoveries on retail finance receivables — (99 ) 10,959 — 10,860 Proceeds from transfer of retail finance receivables, net — 6,369 1,423 (7,792 ) — Net funding of commercial finance receivables — (128 ) (1,770 ) — (1,898 ) Purchases of leased vehicles, net — — (4,882 ) — (4,882 ) Proceeds from termination of leased vehicles — — 533 — 533 Acquisition of international operations (46 ) — — — (46 ) Purchases of property and equipment — (20 ) (32 ) — (52 ) Change in restricted cash — 3 (235 ) — (232 ) Change in other assets — — (2 ) — (2 ) Net change in due from affiliates (3,149 ) (443 ) (400 ) 3,992 — Net change in investment in affiliates (357 ) (27 ) — 384 — Net cash used in investing activities (3,552 ) (2,565 ) (8,727 ) 4,376 (10,468 ) Cash flows from financing activities Net change in debt (original maturities less than three months) — — 470 — 470 Borrowings and issuance of secured debt — — 21,080 — 21,080 Payments on secured debt — — (16,890 ) — (16,890 ) Borrowings and issuance of unsecured debt 3,500 — 3,674 — 7,174 Payments on unsecured debt — — (1,889 ) — (1,889 ) Net capital contributions 996 — 382 (382 ) 996 Debt issuance costs (39 ) — (88 ) — (127 ) Net change in due to affiliates (863 ) 3,989 866 (3,992 ) — Net cash provided by financing activities 3,594 3,989 7,605 (4,374 ) 10,814 Net increase (decrease) in cash and cash equivalents — 1,871 107 2 1,980 Effect of foreign exchange rate changes on cash and cash equivalents — — (78 ) (2 ) (80 ) Cash and cash equivalents at beginning of period — 395 679 — 1,074 Cash and cash equivalents at end of period $ — $ 2,266 $ 708 $ — $ 2,974 GENERAL MOTORS FINANCIAL COMPANY, INC. CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2013 (in millions) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash flows from operating activities Net income $ 566 $ 446 $ 689 $ (1,135 ) $ 566 Adjustments to reconcile net income to net cash (used in) provided by operating activities Depreciation and amortization 8 2 535 — 545 Accretion and amortization of loan and leasing fees — 2 (90 ) — (88 ) Amortization of carrying value adjustment — (2 ) (92 ) — (94 ) Equity in income of affiliates (584 ) (551 ) — 1,135 — Provision for loan losses — 239 236 — 475 Deferred income taxes 9 133 37 — 179 Stock-based compensation expense 9 — — — 9 Other (118 ) — (49 ) — (167 ) Changes in assets and liabilities Other assets (71 ) 22 (78 ) — (127 ) Accounts payable and accrued expenses 73 34 88 — 195 Taxes payable (6 ) (5 ) 31 — 20 Related party taxes payable 84 — — — 84 Related party payable — — (39 ) — (39 ) Net cash (used in) provided by operating activities (30 ) 320 1,268 — 1,558 Cash flows from investing activities Purchases of retail finance receivables, net — (6,119 ) (11,360 ) 7,906 (9,573 ) Principal collections and recoveries on retail finance receivables — (124 ) 7,648 — 7,524 Proceeds from transfer of retail finance receivables, net — 6,921 985 (7,906 ) — Net funding of commercial finance receivables — 39 (1,351 ) 46 (1,266 ) Purchases of leased vehicles, net — — (2,262 ) — (2,262 ) Proceeds from termination of leased vehicles — — 217 — 217 Acquisition of international operations (3,222 ) — 607 — (2,615 ) Purchases of property and equipment — (3 ) (13 ) — (16 ) Change in restricted cash — (16 ) (251 ) — (267 ) Change in other assets — — 3 — 3 Net change in due from affiliates (1,531 ) (1,022 ) — 2,553 — Net change in investment in affiliates (29 ) (818 ) — 847 — Net cash used in investing activities (4,782 ) (1,142 ) (5,777 ) 3,446 (8,255 ) Cash flows from financing activities Borrowings and issuance of secured debt — — 17,378 — 17,378 Payments on secured debt — — (13,222 ) — (13,222 ) Borrowings and issuance of unsecured debt 2,500 — 2,724 — 5,224 Payments on unsecured debt — — (2,699 ) — (2,699 ) Borrowings on related party line of credit 1,100 — — — 1,100 Payments on related party line of credit (1,100 ) — — — (1,100 ) Repayment of debt to Ally Financial — — (1,416 ) — (1,416 ) Net capital contribution 1,478 — 672 (850 ) 1,300 Debt issuance costs (30 ) — (46 ) — (76 ) Other 1 — 1 — 2 Net change in due to affiliates 863 (35 ) 1,771 (2,599 ) — Net cash provided by (used in) financing activities 4,812 (35 ) 5,163 (3,449 ) 6,491 Net increase (decrease) in cash and cash equivalents — (857 ) 654 (3 ) (206 ) Effect of foreign exchange rate changes on cash and cash equivalents — — (12 ) 3 (9 ) Cash and cash equivalents at beginning of period — 1,252 37 — 1,289 Cash and cash equivalents at end of period $ — $ 395 $ 679 $ — $ 1,074 |